Hydraulic Service Agreement

Hydraulic Service Agreement

Agreement Date:

Parties

Recitals

WHEREAS, Client Name: desires to engage the Service Provider to perform hydraulic maintenance, repair, inspection and related services; and

WHEREAS, Service Provider Name: has the personnel, equipment and expertise to perform such services under the terms and conditions set forth in this Agreement effective as of .

Scope of Work

Service Provider shall perform hydraulic services including inspection, diagnostic testing, repair, replacement of hydraulic components, preventative maintenance, pressure testing, hose replacement, pump overhaul, and related services as requested in work orders issued under this Agreement. Specific tasks, deliverables, and site locations shall be as set forth in individual work orders executed by the parties and incorporated herein.

Payment Terms

Client shall pay Service Provider for services performed as follows. Unless otherwise agreed in writing, payment amounts are exclusive of applicable taxes and reasonable third-party costs.

Invoices are due within days of invoice date. Late payments shall incur a late fee of % per month on the unpaid balance or the maximum lawful rate, whichever is less.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided below, continues until End Date: or until all work under outstanding work orders is complete.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 10 days of written notice specifying the breach. Termination shall not relieve Client of payment for services performed and costs incurred prior to termination.

Confidentiality

Each party agrees to keep confidential and not disclose to any third party any trade secrets or Confidential Information of the other party disclosed in connection with this Agreement. Confidential Information excludes information that is (a) known to the receiving party prior to disclosure without restriction; (b) publicly available through no fault of the receiving party; (c) independently developed without use of the other party's Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and, where lawful and practicable, a reasonable opportunity to seek protective measures.

Insurance, Indemnity and Liability

Service Provider shall maintain commercial general liability, automobile liability and workers' compensation insurance in amounts customary for the industry and sufficient to cover performance under this Agreement. Service Provider agrees to indemnify, defend and hold harmless Client from claims, liabilities, losses and expenses arising from Service Provider's negligent performance, willful misconduct or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct. Neither party shall be liable to the other for consequential, incidental or punitive damages except for claims based on gross negligence or willful misconduct.

Site Access, Safety and Compliance

Client shall provide Service Provider with reasonable access to the work site, utilities, and information necessary for performance. Service Provider shall perform all work in compliance with applicable laws, codes, safety regulations and site rules. Service Provider shall ensure personnel are trained and competent for hydraulic system work and shall take commercially reasonable precautions to prevent damage to Client property.

Warranties

Service Provider warrants that services will be performed in a workmanlike manner consistent with industry standards for a period of 90 days following completion unless otherwise stated in a work order. Warranty remedies are limited to re-performance of nonconforming services or, at Service Provider's option, a refund of amounts paid for such services. This warranty does not cover failures resulting from misuse, alteration, lack of maintenance, or third-party components not supplied by Service Provider.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

Entire Agreement; Amendments

This Agreement, together with any executed work orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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